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HomeMy WebLinkAboutExhibit-Agreement-SUBb441,ded Y1 5eefi a a,ni 64 a ettfiepr REVOCABLE LICENSE ISSUED BY THE CITY OF MIAMI TO MIAMI BAY TRUST, LLC FOR THE OCCUPANCY OF PROPERTY LOCATED AT 3805 N.E. 6TH AVENUE MIAMI, FLORIDA TABLE OF CONTENTS 1. Purpose. 5 2. Occupancy and Use Period. 5 3. Interest Conferred By This License. 5 4. Fees. 6 5. Late Fee. 6 6. Condition of the Property. 7 7. Alterations, Additions or Replacements. 7 8. Violations, Liens and Security Interests. 8 9. City Access to Facility. 8 10. Indemnification and Hold Harmless. 9 11. Hazardous Materials. 10 12. Payment and Performance Bond. 10 13. Insurance. 11 14. No Liability. 13 15. Taxes and Fees. 13 16. Cancellation By Request of Either of the Parties Without Cause. 14 17. Termination By City Manager For Cause. 14 18. Notices. 14 19. Advertising. 15 20. Ownership of Improvements. 15 21. Surrender of Area. 16 22. Default by User. 16 23. Severability. 16 24. No Assignment or Transfer. 17 25. Nondiscrimination. 17 26. Affirmative Action. 17 27. Waiver of Jury Trial. 18 28. Non -waiver of Violation. 18 ii 29. Amendments and Modifications. 18 30. Compliance with All Applicable Laws. 19 31. Captions. 19 32. Interpretation. 19 33. Entire License. 19 EXHIBITS Exhibit "A": The Area - Legal Description & Sketch 22 Exhibit "B": Conditions of Use for Occupancy 23 Exhibit "C": List of Equipment/Materials to be stored on Area 24 Exhibit "D": Payment and Performance Bond 25 Exhibit "E": Insurance Requirements 26 REVOCABLE LICENSE This Revocable License ("License") is made this day of 2014 by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("City") and Miami Bay Trust, LLC, a Florida Limited Liability Company ("User") whose principal address is 3211 Ponce De Leon Blvd., Ste 301, Coral Gables, FL, 33134. RECITALS WHEREAS, the City is the owner of the property located at 3805 NE 6 Avenue, Miami, Florida ("Property"); and WHEREAS, User is requesting permission to temporarily use approximately 13,000 square feet of land for the storage of construction materials and equipment, staging of a mobile crane and such other uses as may be needed; and WHEREAS, User anticipates the Project to take approximately twelve (12) months with a possible extension for an additional six (6) months until February 2016; and WHEREAS, this License is revocable -at -will by the City and without the consent of the User; and WHEREAS, this License does not transfer an interest in real property including any leasehold interest in real property owned by the City; and WHEREAS, this License does not confer a right to use any real property for any general or unspecified purposes; and WHEREAS, this License does not convey or transfer any right to exclude the City from any real property; and WHEREAS, this License permits only certain, enumerated, specific, listed Permitted Use, and does not permit anything further; and WHEREAS, in order to carry out the intent as expressed herein and in consideration of the mutual Licenses subsequently contained, City and User agree as follows: 4 1. Purpose. The City is the owner of real property located at 3805 NE 6 Avenue, Miami, Florida ("Property") (a.k.a. Albert Pallot Park). The City has determined that approximately 13,000 square feet of park land within the Property ("Area"), as more particularly described in Exhibit "A" attached hereto and made a part hereof, is not needed at this time by the City. The User wishes to use the Area for the storage of construction materials, equipment and staging of a mobile crane upon the Area ("Permitted Uses"). The City is willing to assist the User by temporarily authorizing the User to occupy and use the Area for the Permitted Uses, under the conditions hereinafter set forth. Any use of the Area not authorized under the Permitted Uses must receive the prior written consent of the City Manager, which consent may be withheld or conditioned for any or no reason, including, but not limited to additional financial consideration. 2. Occupancy and Use Period. This License is effective as of , 2014 ("Effective Date") and shall expire on the earlier of: (a) Thirty (30) months from the effective date; or (b) Cancellation or termination by the express written License of the parties hereto; or (b) Cancellation or termination by request of either of the parties hereto, subject to the notice provisions of Paragraph 16, "Cancellation By Request of Either of The Parties Without Cause"; or (c) Cancellation pursuant to Paragraph 17, "Termination by City Manager for Cause"; 3. Interest Conferred By This License. User agrees that this License has been issued by the City to authorize User to occupy the Area solely for the limited purpose of the Permitted Use and no other purpose. The parties hereby agree that the provisions of this License do not constitute a lease and the rights of User hereunder are not those of a tenant but are a mere personal privilege to 5 do certain acts of a temporary character and to otherwise use the Area subject to the terms of this License. No leasehold interest in the Area is conferred upon User under the provisions hereof and User does not and shall not claim at any time any leasehold estate or ownership interest in the Area by virtue of this License or its use of the Area hereunder. Additionally, User does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the User for improvements, construction, repairs, partitions, or alterations to the Area even if such improvements, construction, repairs, partitions, or alterations are authorized by the City. 4. Fees. 4 (a) Use Fee. In consideration of this License, commencing on the Effective Date, User agrees to pay a use fee ("Monthly Use Fee") to the City of Four Thousand Two Hundred Fifty - Two Dollars and Eight Cents. ($4,252.08), plus State Use Tax, if applicable for each month or any portion thereof that User uses or occupies the Area, which Monthly Use Fee shall be paid in advance and in full on the first day of each month without notice or demand. Payments shall be made payable to the "City of Miami" and shall be mailed to Finance Department, Attn: Treasury/Receipts 444 S.W. 2" a Avenue, 6th Floor, Miami, Florida 33130 or such other address as may be designated from time to time. 5. Late Fee. In the event City does not receive any installment of the Monthly Use Fee within five (5) days of the date in which it is due, User shall pay to the City a late charge in an amount equal to five (5%) percent of the Monthly Use Fee. Such late fee shall constitute additional fees due and payable to the City by User upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge by the City shall in no event, constitute a waiver of User's violations with respect to such overdue amount, nor shall it prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 6 6. Condition of the Area and Maintenance. User accepts the Area "As Is", in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstance, be liable for any latent, patent or other defects in the Area. User, at its sole cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. User shall be responsible for all repairs to the Area required or caused by User's use of any part thereof. User agrees to make all changes necessary to the Area at User's sole cost and expense in order to comply with all City, County, State and Federal requirements for User's use or occupancy thereof. Additionally, User agrees to maintain the Area at its own cost and expense in accordance and in compliance with the terms and conditions specified in Exhibit "B" attached hereto and made a part hereof. Moreover, User agrees to only store the materials and equipment identified in Exhibit "C" attached hereto and made a part hereof under terms and conditions consistent with this License. 7. Alterations, Additions or Replacements. Except in the event of an emergency and in the case of the conditions and requirements specified in Exhibit "B" User shall not make any repair or alteration required or permitted to be performed by User without first receiving the written approval of the City Manager, which approval may be conditioned or withheld for any or no reason. If the City approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager. User acknowledges that any approval given by the City Manager pursuant to this Section shall not constitute an opinion or License by the City that the plans and specifications are structurally sufficient or in compliance with any laws, codes or other applicable regulations. In the event of an emergency, User may reasonably proceed to perform such repair work and shall immediately notify City of such work. 7 8. Violations, Liens and Security Interests. User, at its sole expense and with due diligence and dispatch, shall secure the cancellation, discharge, or bond off, in the manner permitted by law, all notices of violations arising from, or otherwise in connected with, User's improvements, use, occupancy, or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. User shall promptly pay its contractors, subcontractors, and material -men for all work and labor done at User's request. Should any lien, claim, or encumbrance be asserted or filed, User shall bond against or discharge the same regardless of validity, within ten (10) calendar days of User's receipt of notice of the filing of said lien, claim, or encumbrance. In the event User fails to remove or bond against said lien or claim in the full amount stated, the City without obligation to do so, may bond, settle, or otherwise remove such lien or claim and User shall pay the City upon demand any amounts paid out by City to extinguish such claim or lien, including City's costs, expenses, and reasonable attorneys' fees. User further agrees to hold City harmless from and to indemnify the City against any and all claims, demands and expenses, including attorney's fees, of any contractor, subcontractor, material person, laborer or any other third person with whom User has contracted or otherwise is found liable, in respect to the Area. Nothing contained in this License shall be deemed, construed or interpreted to imply any consent or License on the part of City to subject the City's interest or estate to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, material person or supplier against any part of the Area or any of the improvements thereon. All contracts, subcontracts, purchase orders, or other Licenses involving the Area shall provide for the waiver of any lien rights in the Area and provide that the contracting party agrees to be bound by such provision and include the waiver provision in any sub License. 9. City Access to Facility. The City and its authorized representative(s) shall at all times have access to the Area. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of User hereunder which User has failed to perform after written notice thereof to User (c) to assure User's compliance with the terms and 8 provisions of this License and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however, that City shall make a. diligent effort to provide at least 24- hour's advanced notice and User shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the User by reason of the City's exercise of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever nor relieve the User of any responsibility, obligations or liability assumed under this License. 10. Indemnification and Hold Harmless. During the Term of this Agreement, the User and International General Contractors, Inc. (including any of User's or International General Contractors, Inc.'s employees, agents, contractors, representatives, licensees, or invitees) shall indemnify, hold harmless, and defend the City from and against any and all claims, suits, actions, damages, or causes of action of whatever nature for any personal injury, loss of life, damage, or destruction to the Property sustained in or on the Property by reason of, or as a result of, User's use or operations thereon. This includes indemnification from and against any orders, judgments, or decrees which may be entered thereon; from and against all costs and attorney's fees (including at the trial and appellate levels and any incurred in enforcing these indemnity obligations); from and against all expenses and liabilities incurred in and about the defense of any such claims; and the investigation thereof to the extent the negligence or alleged negligence is not caused by the City's active negligence. This includes the costs of defense of the City, including its attorney's fees, if the City must defend any action, claim, or proceeding that is determined to fall within this indemnification provision. This indemnification provision shall only survive the expiration or termination of this Agreement for the applicable statute of limitation period which may arise from any incident which may occur during the Term of this Agreement. 9 11. Hazardous Materials The User shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders, administrative actions and administrative orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Material Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The User shall, at its sole cost and expense, procure, maintain in effect, and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area required for the User's use, or storage of, any Hazardous Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon termination or expiration of this License, the User shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area by the User or at the User's direction, to be removed from the Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The City acknowledges that it is not the intent of this Article to prohibit the User from operating in the Area for the uses described in the Section of this License entitled "Purpose". The User may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Section of the License shall survive the expiration or termination of this License. 12. Payment and Performance Bond. 10 The City shall require the User to procure a Public Construction Payment Bond ("Payment Bond"), a Public Construction Performance Bond ("Performance Bond") and a Guarantee Bond ("Guarantee Bond"). The Public Construction Payment and Construction Performance bonds may be combined into one bond affording both coverages. All bonds must be substantially in the form prescribed by §255.05, Fla. Stat,, and must meet the City's standards attached as Exhibit "D" hereto and made a part hereof. The City shall be furnished with a copy of the same and mailed to the City of Miami, Department of Public Facilities, 444 SW 2nd Avenue, 3rd Floor, Miami, FL 33130, Attn: Director, The required bonding and insurance coverage shall be maintained in effect until such time as the construction of the User's development project has been completed. 13. Insurance, Prior to User, its agents, employees, representatives, contractors, sub -contractors, consultants or anyone else directly or indirectly employed by any of them entering upon the Area for the purpose of performing the Permitted Uses as defined herein, the User shall obtain and maintain or cause to be obtained and maintained throughout the Occupancy and Use Period, the types and amounts of insurance coverages set forth in Exhibit "E," attached hereto and made a part hereof, in such reasonable amounts as approved by the City's Risk Management Director protecting the City, against all claims for personal injury, bodily injury, property damage, and regulatory actions by governmental agencies arising out of or related to the activities undertaken by the User upon the Area and naming the City as an additional insured. All policies and/or certificates of insurance are subject to review and verification by the City's Risk Management Department prior to insurance approval. The City's Risk Management Department reserves the right to make reasonable changes in the types and amounts of insurance coverages as necessary and shall revise Exhibit "E" accordingly as necessary. The User shall be responsible for assuring that the insurance certificates required under this License remain in full force and effect for the duration of this License, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this License and any extension hereof, User shall be responsible for 11 submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration(s). In the event that expired certificates are not replaced with new or renewed certificates which cover the Occupancy and Use Period: (i) the City shall suspend this License until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or (ii) the City may, at its sole discretion, terminate the License for cause and seek appropriate remedies in conjunction with the violation of the terms and conditions of this License. Compliance with the foregoing insurance requirements shall not relieve User of its liabilities and obligations under this License. User shall require as well its construction contractors, subcontractors, and vendors for the Project that come onto the Area to furnish the User and the City, evidence of the following insurance coverage, unless this requirement is waived in writing by the City Manager: The User's failure to require third parties to procure insurance shall in no way release the User from its obligations and responsibilities as provided. Failure to require third parties to procure insurance required by this Section shall constitute a cause for default of this License as provided in Section 22 herein. If it can be determined that any loss or part thereof, shall be the fault of a third party (i.e. a contractor or contractors, visitors to the building or any other person, persons or organizations) except the City, then and in that event, the User may take all necessary actions to cause such third party to pay such costs and the User shall be responsible for the restoration of any and all losses incurred by the third party. In no event shall the City be liable for damage caused to the Area or Properties by fire or other casualty. If no third party or parties shall be found liable or if found liable, but unable to pay damages, then the costs of such repairs shall be ascribed to the User. 12 14. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by User, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Area or any person whomsoever whether such damage or injury results from conditions arising upon the Area or from other sources. User indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. User further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, User, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from User's use of the Area. 15. Taxes and Fees. User shall pay before any fine, penalty, interest or cost is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area, or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by User, including, but not limited to, ad valorem taxes, fire fees, and parking surcharges. In the event User appeals a tax or fee, User shall immediately notify City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to City or other security reasonably satisfactory to City in an amount sufficient to pay one hundred 13 percent of the contested tax together with all interest, costs and expenses, including reasonable attorneys' fees, expected to be incurred. 16. Cancellation By Request of Either of the Parties Without Cause. Either party may cancel this License at any time by giving thirty (30) calendar days written notice to the non -canceling party prior to the effective date of the cancellation ("Notice Period"). Neither party shall have any recourse against the other for a cancellation effectuated pursuant to this Section, as it is understood and agreed that this cancellation is for convenience, without cause and without recourse. 17. Termination By City Manager For Cause. If, at the sole and complete discretion of the City, User in any manner violates the restrictions and conditions of this License, then, and in such event, after ten (10) calendar days written notice given to User by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of User to do so after such written notice within said ten (10) day period, this License shall be automatically canceled without the need for further action by the City. 18. Notices. All notices or other communications which may be given pursuant to this License shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and User at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2 Avenue, 10th Floor Miami, Fl 33130 WITH A COPY TO USER Miami Bay Trust, LLC 3211 Ponce DE Leon Blvd., Ste 301 Coral Gables, FL, 33134 Attn. Joseph Milton WITH A COPY TO 14 City of Miami Department of Public Facilities 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 Greenberg Traurig 333 Avenue of the Americas, 44t1, Floor Miami, FL 33131 Attn: Iris Escarra, Esq, 19. Advertising. User shall not permit any signs, decoration, or advertising matter to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Director of Public Facilities ("Director") or his/her designee, which approval may be withheld for any or no reason, at his sole discretion. User shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. User must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this License, User shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in any way damaged by the removal of such items, said damage shall be repaired by User at its sole cost and expense. Should User fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of User. User shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. User hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign indicating City's having issued this License. 20. Ownership of Improvements. As of the Effective Date and throughout the Occupancy and Use Period, title to the Area and all improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Area, whether or not by or at the expense of User, shall, unless otherwise provided by written License, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. 15 21. Surrender of Area. In event of cancellation pursuant to Paragraph 16, "Cancellation By Request of Either of The Parties Without Cause," or Paragraph 17, "Termination By City Manager For Cause," at the expiration of the Notice Period, User shall peacefully surrender the Area broom clean and in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, User shall promptly remove all its personal property, trade fixtures and equipment and User shall repair any damage to the Area caused thereby. Should User fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of User. User shall pay to the City the full cost of such repairs within five (5) calendar days of receipt of an invoice indicating the cost of such required repairs. At the City's option, City may require User, at User's sole cost and expense, to restore the Area to a condition acceptable to the City. In the event User fails to remove its personal property, equipment and fixtures from the. Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at User's sole cost and expense. 22. Default by User. In the event User is in default of the terms of this License the City shall have all remedies available to it at law or in equity. In the event that User fails to peacefully surrender the Area at the expiration of the Notice Period provided in Paragraph 16, "Cancellation By Request of Either of The Parties Without Cause," or as provided in Paragraph 17, "Termination By City Manager For Cause," after delivery of a notice of cancellation of the License by the City ("City Notice"). 23. Severability. 16 Should any provisions, paragraphs, sentences, words or phrases contained in this License be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this License shall remain unmodified and in full force and effect. It is the express intent of the parties that this License constitutes a revocable license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this License, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a license and (ii) if any provision of this License, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this License shall not be affected thereby and shall continue to operate and remain in full force and effect. 24. No Assignment or Transfer. The License may not assign or transfer this License or any portion of any privilege of occupancy and/or use granted by this License. 25. Nondiscrimination. User shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and/or use of the Area and improvements thereon. 26. Affirmative Action. User shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be 17 taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, User shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 27. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this License, or arising out of, under or in connection with this License or any amendment or modification of this License, or any other License executed by and between the parties in connection with this License, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and User entering into the subject transaction. 28. Non -waiver of Violation. Any failure by the City at any time or from time to time to enforce and require the strict keeping and performance of any of the terms or conditions of this License shall not constitute a waiver of any such terms or conditions at any future time and shall not prevent the City from insisting on the strict keeping and performance of such terms or conditions at any later time. No waiver of any right hereunder shall be effective unless in writing and signed by the City. 29. Amendments and Modifications. No amendments or modifications to this License shall be binding on either party unless in writing, signed by both parties and approved by the City Manager. The City Manager is further authorized to make non -substantive amendments to such License, as needed, with terms and conditions more particularly set forth in the License, subject to City Attorney approval. 18 30. Compliance with All Applicable Laws. The User accepts this License and hereby acknowledges that User's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this License, and the User shall comply therewith as the same presently exist and as they may be amended hereafter. This License shall be governed by and construed in accordance with the laws of the State of Florida regardless of any conflict of law or other rules which would require the application of the laws of another jurisdiction 31. Captions. Title and paragraph headings are for convenient reference and are not a part of this License. 32. Interpretation. This License is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties. Should the provisions of this License require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this License. 33. Entire License. This instrument and its attachments constitute the sole and only License of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior Licenses, promises, negotiations or representations not expressly set forth in this License are of no force or effect. 19 IN WITNESS WHEREOF, the parties hereto have executed this License of the day and year first above written. CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION ATTEST: BY: TODD B, HANNON DANIEL J. ALFONSO CITY CLERK CITY MANAGER APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: BY: BY: VICTORIA MENDEZ ANN-MARIE SHARPE, DIRECTOR CITY ATTORNEY RISK MANAGEMENT 20 WITNESSES: USER MIAMI BAY TRUST, LLC, a Florida Limited Liability Company. By: By: Signature Print Name By: Signature Print Name CORPORATE SEAL WITNESSES: Joseph Milton, President International General Contractors Inc. 3211 Ponce De Leon Blvd Ste 301 Coral Gables, FL 33134 By: By: Signature Print Name By: Signature 21 EXHIBIT "A" "AREA" LEGAL DESCRIPTION & SKETCH "Property": Folio Number(s): 01-3219-011-0071 / 01-3219-000-0250 Street Address: 3805 NE 6 Avenue EXHIBIT "B" CONDITIONS OF USE FOR OCCUPANCY 1. User agrees to use the Area for the storage of construction materials, equipment and staging of a mobile crane. 2. User shall pay a monthly Use Fee of Four Thousand Two Hundred Fifty Two Dollars and Eight Cents ($4,252.08). 3. User shall be responsible for the relocation of any existing trees within the Area to another location with the City Land. 4. User shall be responsible for returning the Area back to the same or better condition with fresh sod at the expiration of this License. 5. User shall remove all materials, fencing, equipment and soil additions placed and/or stored on the Property at the expiration of this License. 6. User shall fulfill all requirements set forth in Resolution # R-14-0421, adopted at the October 23, 2014 City Commission meeting, including, but not limited to: a. Providing for park. improvements to :Magnolia. Park in the minimum amount of Two Million, Five Hundred Thousand. Dollars ($2,500,000) as part of the Public Benefit Program pursuant to Miami21 § 3.14.4(b)(1)(b) for eligible properties in the "F6 '1'ransect lone in the City of Miami. b. Being granted and entering into an agreement, pursuant to a 4/5ths vote of the City Commission upon a determination that said agreement should be awarded on a sole -source basis, for Six Hundred Thousand Dollars ($600,000) to build a seawall at the Property, not including any backfilling or aesthetic enhancements. 23 EXHIBIT "C" LIST OF EQUIPMENT/ MATERIALS TO BE STORED ON PROPERTY Construction Materials and Equipment Mobile Crane Other uses as maybe need for the temporary location during construction which shall be consistent with the Purpose of this License. 24 EXHIBIT "D" PAYMENT AND PERFORMANCE BOND (To be submitted in a form acceptable to the City Attorney's Office prior to execution). 25 EXHIBIT "E" INSURANCE REQUIREMENTS I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $ 1,000,000 Endorsements Required City of Miami included as an additional insured pursuant to Endorsement CG 2010 11/85 or equivalent version Premises & Operations Liability Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned Autos, Scheduled Autos Including Iired, Borrowed or Non -Owned Autos Any One Accident Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation $ 1,000,000 26 IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 3,000,000 Aggregate $ 3,000,000 B. Endorsements Required City of Miami included as an additional insured VI. Payment and Performance Bond City of Miami listed as Obligee VIII. Installation Floater (If Applicable) TBA Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $5,000 All other Perils 5% maximum on Wind A. Limit/Value at Location or Site $ TBA B. Coverage Extensions: As provided by carrier IX. Contractor's Pollution (if applicable) $1,000,000 City of Miami listed as an additional insured The above policies shall provide the City of Miami with written notice of cancellation or material changes in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 27 The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 28 REVOCABLE LICENSE ISSUED BY THE CITY OF MIAMI TO MIAMI BAY TRUS LLC FOR THE OCCUPANCY OF ' `' OPERTY LOCATED AT 3805 N.E. ` AVENUE MIAM;'', FLORIDA TABLE OF CONTENTS 1. Purpose. 5 2. Occupancy and Use Period. 3. Interest Conferred By This License. 5 4. Fees. 6 5. Late Fee. 6 6. Condition of the Property. 7 7. Alterations, Additions or Replacements. 7 8. Violations, Liens and Security Interests. 8 9. City Access to Facility. 8 10. Indemnification and Hold Harmless. 9 11. Hazardous Materials. 9 12. Payment and Performance Bond. 10 13. Insurance. 11 14. No Liability. 12 15. Taxes and Fees. 13 16. Cancellation By Request of Either of the Par es Without Cause. 14 17. Termination By City Manager For Cause. 14 18. Notices. 14 19. Advertising. 15 20. Ownership of Improvements. 15 21. Surrender of Area. 16 22. Default by User. 16 23. Severability. 16 24. No Assignment or Transfer. 17 25. Nondiscrimination. 17 26. Affirmative Action. 17 27. Waiver of Jury Trial. 18 ii 28. Non -waiver of Violation. 18 29. Amendments and Modifications. 18 30. Compliance with All Applicable Laws. 19 31. Captions. 19 32. Interpretation. 19 33. Entire License. 19 EXHIBITS Exhibit "A": The Area - Legal Description & Sketch 22 Exhibit "B": Conditions of Use for Occupancy 23 Exhibit "C": List of Equipment/Materials to be stored on Ara 24 Exhibit "D": Payment and Performance Bond 25 Exhibit "E": Insurance Requirements 26 iii REVOCABLE LICENSE This Revocable License ("License") is made this day of 2014 by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of th State of Florida ("City") and Miami Bay Trust, LLC, a Florida Limited Liabili Company ("User") whose principal address is 3211 Ponce De Leon Blvd., Ste 301, C.ral Gables, FL, 33134. RECITALS WHEREAS, the City is the owner of the property located at 3805 NE Avenue, Miami, Florida ("Property"); and WHEREAS, User is requesting permission to temporarily use approximately 13,000 square feet of land for the storage of construction materials a d equipment, staging of a mobile crane and such other uses as may be needed; and WHEREAS, User anticipates the Project to take approximately eleven (11) months with a possible extension for an additional six (6) months until February 2016; and WHEREAS, this License is revocable -at -will by the City a d without the consent. of the User; and WHEREAS, this License does not transfer an interest )' real property including any leasehold interest in real property owned by the City; and WHEREAS, this License does not confer a right to 4`se any real property for any general or unspecified purposes; and WHEREAS, this License does not convey or tr n.sfer any right to exclude the City from any real property; and WHEREAS, this License permits only ce ain, enumerated, specific, listed Permitted Use, and does not permit anything further; and WHEREAS, in order to carry out the intent as expressed herein and in consideration of the mutual Licenses subsequently contained, City and User agree as follows: 4 1. Purpose. The City is the owner of real property located at 3805 NE 6 Avenue, Miam' Florida ("Property"). The City has determined that approximately 13,000 square feet o f vacant land within the Property ("Area"), as more particularly described in Exhibit "" attached hereto and made a part hereof, is not needed at this time by the City. The ser wishes to use the Area for the storage of construction materials, equipment and stagi g of a mobile crane upon the Area ("Permitted Uses"). The City is willing to assist the User by temporarily authorizing the ser to occupy and use the Area. for the Permitted Uses, under the conditions here`nafter set forth. Any use of the Area not authorized under the Permitted Uses must receive the prior written consent of the City Manager, which consent may be withheld or conditioned for any or no reason, including, but not limited to additional financial con deration. 2. Occupancy and Use Period. This License is effective as of , 2014 ("Effe ive Date") and shall expire on the earlier of: (a) Thirty (30) months from the effective date; or (b) Cancellation or termination by the express we en License of the parties hereto; or (b) Cancellation or termination by request o ' either of the parties hereto, subject to the notice provisions of Paragr h 16, "Cancellation By Request of Either of The Parties Without Cause", or Cancellation pursuant to Paragraph 1/ , "Termination by City Manager for Cause"; (c) 3. Interest Conferred By This License. User agrees that this License has be en issued by the City to authorize User to occupy the Area solely for the limited purl se of the Permitted Use and no other purpose. The parties hereby agree that the provisi ns of this License do not constitute a lease and the rights of User hereunder are not tho . e of a tenant but are a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area subject to the terms i r 5 of this License. No leasehold interest in the Area is conferred upon User under the provisions hereof and User does not and shall not claim at any time any leasehold estate% or ownership interest in the Area by virtue of this License or its use of the Ar hereunder. Additionally, User does not and shall not claim at any time any interes or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of nds by the User for improvements, construction, repairs, partitions, or alterations to th Area even if such improvements, construction, repairs, partitions, or alterations are ay horized by the City. 4. Fees. 4 (a) Use Fee. In consideration of this License, commencing on the EffectivDate, User agrees to pay a use fee ("Monthly Use Fee") to the City of Four Thousan /Two Hundred Fifty - Two Dollars and Eight Cents. ($4,252.08), plus State Use Ta if applicable for each month or any portion thereof that User uses or occupies theArea, which Monthly Use Fee shall be paid in advance and in full on the first day of e/ch month without notice or demand. Payments shall be made payable to the "City of ianli" and shall be mailed to Finance Department, Attn: Treasury/Receipts 444 S.W. 2" a Avenue, 6th Floor, Miami, Florida 33130 or such other address as may be designa =d from time to time. 5. Late Fee. In the event City does not receive any ins llment of the Monthly Use Fee within five (5) days of the date in which it is due, Use shall pay to the City a late charge in an amount equal to five (5%) percent of the Mo , ly Use Fee. Such late fee shall constitute additional fees due and payable to the City by User upon the date of payment of the delinquent payment referenced above. Ac9eptance of such late charge by the City shall in no event, constitute a waiver of User's vliolations with respect to such overdue amount, nor shall it prevent the City from the , ursuit of any remedy to which the City may otherwise be entitled. 6 6. Condition of the Area and Maintenance. User accepts the Area "As Is", in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstance, be liable for any latent, patent or other defects in the Area. User, at its sole cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. User shall be responsible for all repairs to the Area required or caused by User's use of any part thereof. /, User agrees to make all. changes necessary to the Area at User's sole cost and/ expense in order to comply with all City, County, State and Federal requirements fdr User's use or occupancy thereof. Additionally, User agrees to maintain the Area its own cost and expense in accordance and in compliance with the terms and conditions specified in Exhibit "B" attached hereto and made a part hereof. Moreover, Us agrees to only store the materials and equipment identified in Exhibit "C" attached , ereto and made a part hereof under terms and conditions consistent with this License. 7. Alterations, Additions or Replacements. Except in the event of an emergency and in the case of e conditions and requirements specified in Exhibit "B" User shall not make any repair or alteration required or permitted to be performed by User without first receiv g the written approval of the City Manager, which approval may be conditioned o withheld for any or no reason. If the City approves such request, no repair or alte ation shall be commenced until plans and specifications therefore shall have been sub , itted to and approved by the City Manager. User acknowledges that any approval giv by the City Manager pursuant to this Section shall not constitute an opinion or Lice §e by the City that the plans and specifications are structurally sufficient or in compl nce with any laws, codes or other applicable regulations. In the event of an emergency, User may reasonably proceed to perform such repair work and shall immediately ngtify City of such work. 7 8. Violations, Liens and Security Interests. User, at its sole expense and with due diligence and dispatch, shall secure the cancellation, discharge, or bond off, in the manner permitted by law, all notices of c violations arising from, or otherwise in connected with, User's improvements, use, occupancy, or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. User shall promptly pay its contractors, subcontractors, and material -men for all work and labor done at User's request. Should any lien, claim)/ or encumbrance be asserted or filed, User shall bond against or discharge the same l regardless of validity, within ten (10) calendar days of User's receipt of notice o the filing of said lien, claim, or encumbrance. In the event User fails to remove o bond against said lien or claim in the full amount stated, the City without obligation do so, may bond, settle, or otherwise remove such lien or claim and User shall pylthe City upon demand any amounts paid out by City to extinguish such claim or li •n, including City's costs, expenses, and reasonable attorneys' fees. User further agre s to hold City harmless from and to indemnify the City against any and all clai s, demands and expenses, including attorney's fees, of any contractor, subcontract , material person, laborer or any other third person with whom User has contracted r otherwise is found liable, in respect to the Area. Nothing contained in this Li nse shall be deemed, construed or interpreted to imply any consent or License on the part of City to subject the City's interest or estate to any'liability under any mechanic's or other lien asserted by any contractor, subcontractor, material person or supplier aga ' st any part of the Area or any of the improvements thereon. All contracts, subconcts, purchase orders, or other Licenses involving the Area shall provide for the waiv of any lien rights in the Area and provide that the contracting party agrees to be bouq I by such provision and include the waiver provision in any sub License. 9. City Access to Facility. The City and its authorized representaive(s) shall at all times have access to the Area. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of User hereunder which User has failed to perform after written notice thereof to User (c) to assure User's compliance with the terms and provisions of this License and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however, that City shall make a diligent effort to provide at least 24- hour' s advanced notice and User shall have the right to have one (more of its representatives or employees present during the time of any such entry The City shall not be liable for any loss, cost or damage to the User by reason of the ity's exercise of the right of entry described herein for the purposes listed above. The aking of periodic inspection or the failure to do 'so shall not operate to impose upon th City any liability of any kind whatsoever nor relieve the User of any responsibility, q ligations or liability assumed under this License. 10. Indemnification and Hold Harmless. The User and International General Contractors, c. shall indemnify, hold harmless and defend the City from and against any and all cl ims, suits, actions, damages or causes of action of whatever nature, for any personal i : ury, loss of life or damage to Area sustained in or on the Area, by reason of or as a result of User's use or operations thereon, and from and against any orders, judgments,tr decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents or officials. 11. Hazardous Materials The User shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders, administrative acti / ns and administrative orders ("Hazardous Materials Laws"), including, without limitati n, any Hazardous Material Laws relating to industrial hygiene, environmental protection othe-use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting 9 materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations (collectively "Iazardous Materials"). The User', shall, at its sole cost and expense, procure, maintain in effect, and comply with al conditions of any and all permits, licenses and other governmental and regulato y approvals relating to the presence of Hazardous Materials within, on, under or about he Area required for the User's use, or storage of, any Hazardous Materials in or abo the Area in conformity with all applicable Hazardous Materials Laws and prudent it ustry practices regarding management' of. such Hazardous Materials. Upon termin lion or expiration of this License, the User shall, at its sole cost and expense, cause all F ardous Materials,including their storage devices,placed in or about the Area bythe/User or at g g the User's direction, to be removed from the Area and transported for use/ or disposal in accordance and compliance with all applicable Hazardous M serials Laws. The City acknowledges that it is not the intent of this Article to prohibit he User from operating in the Area for the uses described in the Section of this icense entitled "Purpose". The User may operate according to the custom of the indu ry so long as the use or presence of Hazardous Materials is strictly and properly moni ored according to, and in compliance with, all applicable governmental requirements. he requirements of this Section of the License shall survive the expiration or terminatio of this License. 12. Payment and Performance Bond. The City shall require the User to procure a Public Construction Payment Bond ("Payment Bond"), a Public Construction Performance Bon• ("Performance Bond") and a Guarantee Bond ("Guarantee Bond"). The Public Construction Payment and Construction Performance bonds may be combined i o one bond affording both coverages. All bonds must be substantially in the form p escribed by §255.05, Fla. Stat., and must meet the City's standards attached as Exhi mit "D" hereto and made a part hereof. The City shall be furnished with a copy of th same and mailed to the City of Miami, Department of Public Facilities, 444 SW 2' Avenue, 3rd Floor, Miami, FL 33130, Attn: Director. 10 The required bonding and insurance coverage shall be maintained in effect until such time as the construction of the User's development project has been completed. 13. Insurance. Prior to User, its agents, employees, representatives, contractors, sub-contrac rs, consultants or anyone else directly or indirectly employed by any of them entering pon the Area for the purpose of performing the Permitted Uses as defined herein, th User shall obtain and maintain or cause to be obtained and maintained througl •ut the Occupancy and Use Period; the types and amounts of insurance coverages se forth in Exhibit "E," attached hereto and made a part hereof, in such reasonable 4ounts as approved by the City's Risk Management Director protecting the City, agains all claims for personal injury, bodily injury, property damage, and regulatory actions by goverxunental agencies arising out of or related to the activities undertake by the User upon the Area and naming the City as an additional insured. All p6licies and/or certificates of insurance are subject to review and verification by tl{e City's Risk Management Department prior to insurance approval. The City's Risk Management Department reserves the right to make reasonable changes in the types and amounts of insurance coverages as necessary and shall revise Exhibit "E" accordingly as necessary. The User shall be responsible for assuring that the insurance certificates required under this License remain in full- force and effect for the duration of this License, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this License and any extension hereof, User shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration(s). In the event that expired certificates are not replaced with new or renewed certificates which cover the Occupancy and Use Period: (i) the City shall suspend this License until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or 11 (ii) the City may, at its sole discretion, terminate the License for cause and seek appropriate remedies in conjunction with the violation of the ten fns and conditions of this License. Compliance with the foregoing insurance requirements shall not relieve Upter of its liabilities and obligations under this License. User shall require as well its construction contractors, subcontractors, and//endors for the Project that come onto the Area to furnish the User and the City, evide ice of the following insurance coverage, unless this. requirement is waived in writing 1 y the City Manager: The User's failure to require third parties to procure insurance s1}a11 in no way release the User from its obligations and responsibilities as provided. F i{lure to require third parties to procure insurance required by this Section shall cons default of this License as provided in Section 22 herein. If it can be determined that any loss or part thereof, shall b party (i.e. a contractor or contractors, visitors to the building or any or organizations) except the City, then and in that event, the Use actions to cause such third party to pay such costs and the Use the restoration of any and all losses incurred by the third party. be liable for damage caused to the Area or Properties by fire party or parties shall be found liable or if found liable, but the costs of such repairs shall be ascribed to the User. 14. No Liability. In no event shall the City be liable or responble for injury, loss or damage to the property, improvements, fixtures and/or equipm nt belonging to or rented by User, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting tute a cause for the fault of a third other person, persons may take all necessary shall be responsible for In no event shall the City r other casualty. If no third nable to pay damages, then 12 fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Area or any person whomsoever whether s eh damage or injury results from conditions arising upon the Area or from other sour es. User indemnifies the City its officers, agents and employees from and against an and all such claims even if the claims, costs, liabilities, suits, actions, damages or ca ses of action arise from the negligence or alleged negligence of the City, including a of its employees, agents, or officials. User further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, User, on behalf of himself, his agents, vitees and employees, does hereby release from any legal liability the City, its office s, agents and employees, from any and all claims for injury, death or property damage resulting from User's use of the Area. 15. Taxes and Fees. User shall pay before any fine, penalty, interest or cost is a any and all charges, fees, taxes or assessments levied against th occupancy interest or personal property of any kind, owned b about the Area by User, including, but not limited to, ad val parking surcharges. In the event User appeals a tax or fee, U City of its intention to appeal said tax or fee and shall furni bond of a responsible and substantial surety company re other security reasonably satisfactory to City in an amo percent of the contested tax together with all interes reasonable attorneys' fees, expected to be incurred. 13 ded for nonpayment, Area, or against any or placed in, upon or rem taxes, fire fees, and r shall immediately notify and keep in effect a surety onably acceptable to City or sufficient to pay one hundred , costs and expenses, including 16. Cancellation By Request of Either of the Parties Without Cause. Either party may cancel this License at any time by giving thirty (30) calendar days written notice to the non -canceling party prior to the effective date of the cancellation ("Notice Period"). Neither party shall have any recourse against the other fo a cancellation effectuated pursuant to this Section, as it is understood and agreed that cancellation is for convenience, without cause and without recourse. 17. Termination By City Manager For Cause. If, at the sole and complete discretion of the City; User in any manner viotes the restrictions and conditions of this License, then, and in such event, after ten (10 calendar days written notice given to User by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of User to do so afte such written notice within said ten (10) day period, this License shall be automatally canceled without the need for further action by the City. 18. Notices. All notices or other communications which may be given purs ant to this License shall be in writing and shall be deemed properly servedif deliverer by personal service or by certified mail addressed to City and User at the address indi ated herein or as the same may be changed from time' to. time. Such notice shall be de med given on the day on which personally served; or if by certified mail, on the fifth . y after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2 Avenue, 10th Floor Miami, Fl 33130 WITH A COPY TO City of Miami Department of Public Facilities 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 USER Miami Bay T 3211 Ponce Coral Gables Attn. Josep 14 st, LLC Leon Blvd., Ste 301 FL, 33134 Milton 19. Advertising. User shall not permit any signs, decoration, or advertising matte to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Director of Public Facilities ("Director") or his/he designee, which approval may be withheld for any or no reason, at his sole discreti% User shall, at its sole cost and expense, install, provide, maintain such sign, decorat'/On, advertising matter or other things as may be permitted hereunder in good conditio /and repair at all times. User must further obtain approval from all governmental aut drities having jurisdiction, and must comply with all applicable requirements set fort in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Lice se, User shall, at its sole cost and expense, remove any sign, decoration, advertising atter or other thing permitted hereunder from the Area. If any part of the Area is in y way damaged by the removal of such items, said damage shall be repaired by User t its sole cost and expense. Should User fail to repair any damage caused to the Area ithin ten (10) days after receipt of written notice from City directing the required r airs, City shall cause the Area to be repaired at the sole cost and expense of User, ser shall pay City the full cost of such repairs within five (5) days of receipt of an in oice indicating the cost of such required repairs. User hereby understands and agrees pat the City may, at its sole discretion, erect or place upon the Area an appropriate sign 'indicating City's having issued this License. 20. Ownership of Improvements. As of the Effective Date and hroughout the Occupancy and Use Period, title to the Area and all improvements they on shall be vested in City. Furthermore, title to all Alterations made in or to the Are whether or not by or at the expense of User, shall, unless otherwise provided by itten License, immediately upon their completion become the property of the City nd shall remain and be surrendered with the Area. 15 21. Surrender of Area. In event of cancellation pursuant to Paragraph 16, "Cancellation By Requ st of Either of The Parties Without Cause," or Paragraph 17, "Termination By City anager For Cause," at the expiration of the Notice Period, User shall peacefully sur rider the Area broom clean and in good condition and repair together with all alteratio s, fixtures, installation, additions and improvements which may have been made in or ached on or to the Area. Upon surrender, User shall promptly remove all its personal property, trade fixtures and equipment and User shall repair any damage to the Are caused thereby, Should User fail to repair any damage caused to the Area within n (10) days after receipt of written notice from City directing the required repairs, ity shall cause the Area to be repaired at the sole cost and expense of User. User sh 1 pay to the City the full cost of such repairs within five (5) calendar days of receipt q an invoice indicating the cost of such required repairs. At the City's option, City ma sole cost and expense, to restore the Area to a condition accepta In the event User fails to remove its personal prope from the Area within the time limit set by the notice, sal abandoned and thereupon shall become the sole personal pry at its sole discretion and without liability, may remove sees fit, all at User's sole cost and expense. require User, at User's le to the City. , equipment and fixtures property shall be deemed perty of the City. The City, d/or dispose of same as City 22. Default by User. In the event User is in default of the terms of this License the City shall have all remedies available to it at law or in equity. In the event that User fails to peacefully surrender the Area at the expiration of the Notice Period provided in Paragraph 16, "Cancellation By Request of Either of The Parties Without Cause," or as provided in Paragraph 17, "Termination By City Manager For Cause," after delivery of a notice of cancellation of the License by the City ("0ity Notice"). 23. Severability. Should any provisions, paragraphs, sentences, words or phrases contained in this License be determined by a court of competent jurisdiction to be invalid, illegal or 16 otherwise unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and he same may be deemed severable by the City, and in such event, the remaining ter o s and conditions of this License shall remain unmodified and in full force and effect. It is the express intent of the parties that this License constitutes a evocable license and not a lease. To further this intent, the parties agree as follow , (i) if any provision of this License, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall e interpreted in the light most favorable to the 'creation of a license and (ii) if any provision of this License, or the application thereof to any circumstance, is dete. ned by a court of competent jurisdiction to have created a lease rather than a licens:, then such provision shall be stricken and, to the fullest extent possible, the remai o ing provisions of this License shall not be affected thereby and shall continue to op~rate and remain in full force and effect, 24. No Assignment or Transfer. The License may not assign or transfer this License or any portion of any privilege of occupancy and/or use granted by this Licens 25. Nondiscrimination. User shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its ;occupancy and/or use of the Area and improvements thereon. 26. Affirmative Action. User shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be f taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will in' lude a set of positive measures which will be taken to insure nondiscrimination in the in' place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, User shall submit a Statement of Assurance 17 indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 27. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally //waive any right either may have to a trial by jury in respect of any action, procee mg or counterclaim based on this License, or arising out of, under or in connection nth this License or any amendment or modification of this License, or any other LicensJ executed by and between the parties in .connection with this License, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of an party hereto. This waiver of jury trial provision is a material inducement for the City a d User entering into the subject transaction. 28. Non -waiver of Violation. Any failure by the City at any time or from time to time enforce and require the strict keeping and performance of any of the terms or conditioof this License shall not constitute a waiver of any such terms or conditions at a y future time and shall not prevent the City from insisting on the strict keeping anperformance of such terms or conditions at any later time. No waiver of any right her under shall be effective unless in writing and signed by the City. 29. Amendments and Modifications. No amendments or modifications to thi License shall be binding on either party unless in writing, signed by both parties anapproved by the City Manager. The City Manager is further authorized to make non substantive amendments to such License, as needed, with terms and conditions more articularly set forth in the License, subject to City Attorney approval. 18 30. Compliance with All Applicable Laws. The User accepts this License and hereby acknowledges that User's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this License, and the User shall comply therewith as the same presently exist and as they may be amended hereafter. This License shall be governed by and construed in accordance with the laws of the State of Florida regardless of any pp j confliicfc law or other rules which would require the application of the laws of another urisd'dtion 31. Captions. Title and paragraph headings are for convenient reference and are this License. 32. Interpretation. This License is the result of negotiations between the pa Mies and has been typed/printed by one party for the convenience of both parties. Shod the provisions of this License require judicial or arbitral interpretation, it is agree that the judicial or arbitral body interpreting or construing the same shall not apply le assumption that the terms hereof shall be more strictly construed against one party y reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this License. a part of 33. Entire License. This instrument and its attachments constitute the sole and only License of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior Licenses, promise negotiations or representations not expressly set forth in this License are of no force aeffect. la IN WITNESS WHEREOF, the parties hereto have executed this License of the day and year first above written. CITY OF MIAMI, A FLORIDA MUNICIPAL CORP 0 ' TION ATTEST: BY: TODD B. HANNON DANIEL J. ALFONSO CITY CLERK CITY MANAGER APPROVED AS TO LEGAL FORM APPROVED AS TO INSUR< CE AND CORRECTNESS: REQUIREMENTS: BY: BY: VICTORIA MENDEZ ANN-MARIE SH RPE, DIRECTOR CITY ATTORNEY RISK MANAGE ENT 20 WITNESSES: By: Signature Print Name By: Signature USER MIAMI BAY TRUST, LLC, a Florida Limited Liability Company. By: / Print Name CO ORATE SEAL WITNESSES: By: Signature Print Name By: Signature 21 Joseph ilton, President Internat'onal General Contractors Inc. 3211 P nce De Leon Blvd Ste 301 Coral allies, FL 33134 By EXHIBIT "A" "AREA" LEGAL DESCRIPTION & SKETCH "Property": Folio Number(s): 01-3219-011-0071 / 01-3219-000-0250 Street Address: 3805 NE 6 Avenue 22 EXHIBIT "B" CONDITIONS OF USE FOR OCCUPANCY 1. User agrees to use the Area for the storage of construction materials, equipme7 and staging of a mobile crane. User shall a monthly Use Fee of Four Thousand Two -Hundred Fift 2 pay Y Y 3. User shall be responsible for the relocation of any existing trees withii'the Area to another location within the City Land. 4. User shall be responsible for returning the Area back to the same or better condition with fresh sod at the expiration of this License. 5. User shall remove all materials, fencing, equipment and sail additions placed and/or stored on the Property at the expiration of this Licensg 23 6. EXHIBIT "C" LIST OF EQUIPMENT/ MATERIALS TO BE STORED ON PROPERTY Construction Materials and Equipment Mobile Crane Other uses as maybe need for the temporary location during const etion which shall be consistent with the Purpose of this License. 24 EXHIBIT "D" PAYMENT AND PERFORMANCE BOND (To be submitted in a form acceptable to the City Attorney's Offic prior to execution). 25 EXHIBIT "E" INSURANCE REQUIREMENTS I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $ 1,000,000 Endorsements Required City of Miami included as an additional insured p suant to Endorsement CG 2010 11/85 or equivalent versigh Premises & Operations Liability Contingent and Contractual Liability Explosion, Collapse and Underground Hazar Primary Insurance Clause Endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned Autos, Scheduled 4utos Including Hired, Borrowed or Non- q Zed Autos Any One Accident Endorsements Required $ 1,000,000 City of Miami included as an AcJElitional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation /' 1 /r t I r 26 IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an acciden , each accident. $1,000,000 for bodily injury caused by disease, e ch employee $1,000,000 for bodily injury caused by disease, jolicy limit V. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liabi Each Occurrence Aggregate B. Endorsements Required City of Miami included as an additioninsured VI. Payment and Performance Bond City of Miami listed as Obligee tY VIII. Installation Floater (If Applicable $ 3,000,000 $ 3,000,000 $ TBA Causes of Loss: All Risk-Spe ific Coverage Project Location Valuation: Replacement Co Deductible: $5,000 All (Abel Perils 5% maximum on Wind A. Limit/Value at Locat'bn or Site B. Coverage Extensio : As provided by carrier IX. Contractor's Pollution (if a plicable) $1,000,000 City of Miami listed s an additional insured $ TBA The above policies shall provide the City of Miami with written notice of cancellation or material changes in accordance to policy provisions. 27 Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: / The company must be rated no less than "A-" as to management, and no less thftn "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 28 Client#: 121376 INTERGEN ACVRDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 07/07/201 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, // IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not conferghts to the certificate holder in lieu of such endorsement(s), PRODUCER USI Insurance Services, LLC/CL P.O. Box 141916 Coral Gables, FL 33114-1916 305 669-6000 CAMON'AACT N PONE FAX MA L Ext): 305 669^6000 (A/C,No ) ADDRESS: INSURER(S) AFFORDING COVERAGE / NAIC r/ INSURERA; Mt. Hawley Insurance Company,/ 37974 INSURED International General Contractors Inc 3211 Ponce De Leon Blvd Ste 301 Coral Gables, FL 33134-7274 INSURER B : Progressive American Insurance 24252 INSURER C : Chards Casualty Group 40258 INSURER D; INSURER E; INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMOD ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH 'THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE) J IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTRINSR TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POKY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY MGL0179011 01/20/2014 01/20/2015 $1,000,000 $ 50,000 rAEACCHq�ES (OECCpURRENCE /f� R[MISEe oocur Once) CLAIMS -MADE X OCCUR MED EXP (Any one person) $1,000 X BI/PD Ded:2,500 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES —1 POLICY I ^I JECT PRO- PER: LOC PRODUCTS • COMP/OP AGO $1,000,000 $ B AUTOMOBILE X LIABILITY X X SCHEDULED AUTOS NONOS•OWNED AUT 088541749 04/26/2014 04/2 2015 COMaocltleBINED nq SINGLE LIMIT (Ee $ 1r OOOr OOO BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB leOCCUR CLAIMS -MADE MXL0371447 01/20/2014J/ 01/20/2015 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED RETENTION $ $ - WORKERS COMPENSATION AND EMPLOYERS' LIABILITY O FICERIMEMBBR EXCLUt3BIJ? ECUTIVEIY / I (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC0999616 / 01/2112 14 01/21/2015 X WC STATU• TORY LIMITS Pill- ER E.L EACH ACCIDENT $1,000,000 $1,000,000 E.L, DISEASE- EA EMPLOYEE EL. DISEASE• POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedui , If mote space s required) City of Miami and Miami Bay Trust LLC are listed as Additional Insured Ith respects to General Liability, Auto Liability and Excess Liability. Coverage is primary and non contri utory. Location:3805 NE 6th Avenue Miami, FL -13,000 SgFt of Fenced land used for storage of Constructs n materials, Equipment & Staging of Mobile Equipment. CERTIFICATE HOLDER CANCELLATION City of Miami Office of the City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 ACORD 25 (2010/05) 1 of 1 #S12875594/M11606154 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AAGEV CORPORATE RESOLUTION AND UPDATED CORPORATE STATUS OF USER CORPORATE RESOLUTION WHEREAS, Miami Bay Trust, LLC ("User"), a Limited Liability Company qualified to do business in Florida, desires to enter into an Access License (the "License") with the City of Miami solely for the limited purposes of performing the Scope .of Work, as d.'e/scribed in the License to which this Corporate Resolution is attached; and WHEREAS, the Board of Directors of User at a duly held corporate meetilig has considered the matter in accordance with the Articles and By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF IRECTORS that as the authorized signatory of the User, is hereby authorized and instructed o enter into the License, in the name and on behalf of this corporation, with the City of Miami i pon the terms and conditions contained in the proposed License to which this Corporate Resol ion is attached, to provide all necessary insurance, to undertake all necessary duties and oblig tions under the License, and to provide and execute the corresponding Payment and Performanc Bond. DATED this day of Corporate Secretary , 20 Chairperson of the Board of Directors Print N. ne: Print Name: (Co porate Seal) 29